Classover (NASDAQ: KIDZ) sets 1-for-50 reverse split to support Nasdaq bid rule

Rhea-AI Filing Summary

Classover Holdings Inc. is implementing a 1-for-50 reverse stock split of its Class A and Class B common stock. The split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time, with Class B shares trading on a split-adjusted basis on March 10, 2026 under the symbol KIDZ.

The company is also reducing authorized Class A shares from 50,000,000 to 1,000,000 and authorized Class B shares from 2,000,000,000 to 40,000,000. Based on shares outstanding as of March 4, 2026, Class A shares will decline from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. Equity incentive pool, warrants and convertible securities will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement.

Insights

Equity structure analyst

Classover executes a large reverse split to support Nasdaq bid-price compliance.

Classover is consolidating both share classes at a 1-for-50 ratio while also sharply cutting authorized shares. This significantly reduces the number of shares outstanding without directly changing the company’s underlying business or total equity value.

The stated goal is to satisfy Nasdaq’s $1.00 minimum bid price requirement for continued listing of Class B common stock. All equity-linked instruments, including incentive plans, warrants and convertible securities, will be proportionately adjusted so holders maintain the same economic rights on a post-split basis.

Fractional holdings will be rounded up to whole shares, slightly increasing total post-split share count versus exact mathematical division. Future disclosures in company filings may clarify how the new capital structure affects items such as potential financings, employee equity usage and liquidity over subsequent reporting periods.

EXHIBIT 99.1

Classover Announces Reverse Stock Split

NEW YORK, March 5, 2026 – Classover Holdings Inc. (NASDAQ: KIDZ) (“Classover” or the “Company”), a leading provider in K-12 educational AI, today announced it will conduct a 1-for-50 reverse stock split of its Class A common stock and Class B common stock. The reverse stock split will become effective on March 9, 2026, at 12:01 a.m. Eastern Time. The Company’s Class B common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KIDZ” and will begin trading on a split-adjusted basis at the opening of the market on March 10, 2026. The reverse stock split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining the listing of its Class B common stock on Nasdaq.

The reverse stock split was approved by the Company’s Board of Directors in accordance with the Nevada Revised Statutes on February 20, 2026. As of the effective time of the reverse stock split, the authorized shares of Class A common stock and Class B common stock will be reduced from 50,000,000 shares of Class A common stock to 1,000,000 shares of Class A common stock and 2,000,000,000 shares of Class B common stock to 40,000,000 shares of Class B common stock.  As a result of the reverse split, the number of outstanding shares of Class A common stock as of March 4, 2026 would be reduced from 6,535,014 to 130,700 and the number of outstanding shares of Class B common stock as of March 4, 2026 would be reduced from 54,886,572 to 1,097,731.

As a result of the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split will be proportionately reduced. In addition, the exercise prices of and number of shares subject to the Company’s outstanding warrants, and the conversion prices of the Company’s outstanding convertible securities, will likewise be proportionately adjusted in accordance with their respective terms.

No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders that would hold a fractional share of common stock as a result of the reverse stock split will have such fractional shares of common stock rounded up to the nearest whole share of common stock.

The new CUSIP number for the Class B common stock following the reverse stock split is 182744 201.

About Classover

Classover Holdings Inc. (NASDAQ:KIDZ) is a pioneering AI EdTech company transforming vast live teaching experience into proprietary, AI-powered learning systems. By integrating artificial intelligence with blockchain verification, Classover is building the next generation of global education infrastructure—making learning outcomes measurable, verifiable, and borderless.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover’s current beliefs, expectations and assumptions regarding the future of Classover’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover’s control including, but not limited to: Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; the risk that the price of SOL, which has historically been subject to dramatic price fluctuations and is highly volatile, could fall substantially negatively impacting Classover’s financial condition and results of operations; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover’s ability to maintain the listing of its securities on Nasdaq; changes in Classover’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover’s ability to attract and retain a large number of customers; Classover’s future capital requirements and sources and uses of cash; regulatory changes related to crypto assets; fluctuations in the price of crypto assets; risks related to the custody of crypto assets, including security risks; Classover’s ability to attract and retain key personnel; Classover’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; and the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those risks and uncertainties indicated in Classover’s filings with the SEC. Classover’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

Classover Holdings Inc.

ir@classover.com

800-345-9588

FAQ

What reverse stock split did Classover (KIDZ) announce?

Classover approved a 1-for-50 reverse stock split for its Class A and Class B common stock. This consolidates every 50 existing shares into 1 new share, adjusting the share count without directly changing the company’s overall market value.

When will the Classover (KIDZ) reverse stock split take effect?

The reverse stock split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time. Class B common stock will begin trading on a split-adjusted basis on March 10, 2026 on the Nasdaq Capital Market under the existing ticker symbol KIDZ.

How does the Classover (KIDZ) reverse split affect authorized share counts?

Classover will reduce authorized Class A common stock from 50,000,000 to 1,000,000 shares and authorized Class B common stock from 2,000,000,000 to 40,000,000 shares. These changes align the company’s capital structure with the new, lower post-split share base.

What happens to existing Classover (KIDZ) outstanding shares after the reverse split?

Based on March 4, 2026 data, outstanding Class A shares will change from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. The economic ownership percentages of shareholders remain proportionally the same after this adjustment.

Why is Classover (KIDZ) doing a reverse stock split?

Classover states the reverse stock split is intended to help it comply with Nasdaq’s $1.00 minimum bid price requirement for continued listing of its Class B common stock. Raising the per-share price through consolidation supports meeting this listing standard.

How will Classover (KIDZ) handle fractional shares from the reverse split?

No fractional shares will be issued. If a shareholder would otherwise receive a fractional share because of the 1-for-50 ratio, that fractional amount will be rounded up to the nearest whole share of common stock, slightly increasing their final post-split holdings.

What happens to Classover (KIDZ) stock options, warrants, and convertibles after the split?

Shares available under equity incentive plans, outstanding warrants and convertible securities will all be proportionately adjusted. The number of underlying shares and the applicable exercise or conversion prices will change so holders maintain the same overall economic value post-split.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.9 KB

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT 749 B
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.0 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 901 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB